SEC Form 4 · accession 0000921895-16-004745
ADVANCE AUTO PARTS INC · AAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey C Smith
Director
Period of report
May 26, 2016
Accepted (ET)
May 31, 2016 · 9:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001158449
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.0001 Par ValueF1 | May 26, 2016 | P | 65,910 | $155.4319 | A | 599,695 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Common Stock, $0.0001 Par ValueF6 | May 26, 2016 | P | 84,090 | $155.4319 | A | 608,285 | I | By Starboard Leaders India LLC |
| Common Stock, $0.0001 Par ValueF1 | May 27, 2016 | P | 43,940 | $156.7573 | A | 643,635 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Common Stock, $0.0001 Par ValueF6 | May 27, 2016 | P | 56,060 | $156.7573 | A | 664,345 | I | By Starboard Leaders India LLC |
| Common Stock, $0.0001 Par ValueF1 | May 31, 2016 | P | 65,910 | $155.1997 | A | 709,545 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Common Stock, $0.0001 Par ValueF6 | May 31, 2016 | P | 84,090 | $155.1997 | A | 748,435 | I | By Starboard Leaders India LLC |
| Common Stock, $0.0001 Par Value | holding | — | — | — | 1,271 | D | ||
| Common Stock, $0.0001 Par ValueF2 | holding | — | — | — | 115,900 | I | By Starboard Value and Opportunity S LLC | |
| Common Stock, $0.0001 Par ValueF3 | holding | — | — | — | 63,549 | I | By Starboard Value and Opportunity C LP | |
| Common Stock, $0.0001 Par ValueF4 | holding | — | — | — | 281,794 | I | By Starboard T Fund LP | |
| Common Stock, $0.0001 Par ValueF5 | holding | — | — | — | 186,206 | I | By Starboard Leaders Select I LP | |
| Common Stock, $0.0001 Par ValueF7 | holding | — | — | — | 151,947 | I | By Managed Account of Starboard Value LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash-Settled Total Return SwapF8,F9,F1 | $180.2404 | May 26, 2016 | S | 17,200 | D | — | Sep 26, 2016 | Common Stock, $0.0001 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF8,F9,F1 | $173.7322 | May 26, 2016 | S | 48,710 | D | — | Sep 15, 2016 | Common Stock, $0.0001 Par Value | 73,330 | 1 | I |
| Cash-Settled Total Return SwapF8,F9,F6 | $186.0826 | May 26, 2016 | S | 84,090 | D | — | Sep 16, 2016 | Common Stock, $0.0001 Par Value | 120,900 | 1 | I |
| Cash-Settled Total Return SwapF8,F9,F1 | $173.7322 | May 27, 2016 | S | 43,940 | D | — | Sep 15, 2016 | Common Stock, $0.0001 Par Value | 29,390 | 1 | I |
| Cash-Settled Total Return SwapF8,F9,F6 | $186.0826 | May 27, 2016 | S | 56,060 | D | — | Sep 16, 2016 | Common Stock, $0.0001 Par Value | 64,840 | 1 | I |
| Cash-Settled Total Return SwapF8,F9,F1 | $173.7322 | May 31, 2016 | S | 29,390 | D | — | Sep 15, 2016 | Common Stock, $0.0001 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF8,F9,F1 | $174.5785 | May 31, 2016 | S | 36,000 | D | — | Sep 29, 2016 | Common Stock, $0.0001 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF8,F9,F1 | $172.8276 | May 31, 2016 | S | 520 | D | — | Oct 6, 2016 | Common Stock, $0.0001 Par Value | 31,480 | 1 | I |
| Cash-Settled Total Return SwapF8,F9,F6 | $186.0826 | May 31, 2016 | S | 64,840 | D | — | Sep 16, 2016 | Common Stock, $0.0001 Par Value | 0 | 0 | I |
| Cash-Settled Total Return SwapF8,F9,F6 | $185.6166 | May 31, 2016 | S | 19,250 | D | — | Sep 22, 2016 | Common Stock, $0.0001 Par Value | 120,820 | 1 | I |
| Cash-Settled Total Return SwapF1,F9,F8 | $172.3898 | holding | — | — | — | — | Sep 15, 2016 | Common Stock, $0.0001 Par Value | 57,960 | 1 | I |
| Cash-Settled Total Return SwapF1,F9,F8 | $170.4512 | holding | — | — | — | — | Sep 15, 2016 | Common Stock, $0.0001 Par Value | 18,000 | 1 | I |
| Cash-Settled Total Return SwapF1,F9,F8 | $170.7716 | holding | — | — | — | — | Sep 15, 2016 | Common Stock, $0.0001 Par Value | 50,324 | 1 | I |
| Cash-Settled Total Return SwapF1,F9,F8 | $170.979 | holding | — | — | — | — | Sep 29, 2016 | Common Stock, $0.0001 Par Value | 18,000 | 1 | I |
| Cash-Settled Total Return SwapF1,F9,F8 | $171.8116 | holding | — | — | — | — | Oct 7, 2016 | Common Stock, $0.0001 Par Value | 18,300 | 1 | I |
| Cash-Settled Total Return SwapF1,F9,F8 | $171.94 | holding | — | — | — | — | Nov 2, 2016 | Common Stock, $0.0001 Par Value | 15,171 | 1 | I |
| Cash-Settled Total Return SwapF1,F9,F8 | $171.105 | holding | — | — | — | — | Nov 3, 2016 | Common Stock, $0.0001 Par Value | 9,423 | 1 | I |
| Cash-Settled Total Return SwapF6,F9,F8 | $185.109 | holding | — | — | — | — | Sep 22, 2016 | Common Stock, $0.0001 Par Value | 67,740 | 1 | I |
| Cash-Settled Total Return SwapF6,F9,F8 | $175.34 | holding | — | — | — | — | Oct 13, 2016 | Common Stock, $0.0001 Par Value | 25,000 | 1 | I |
| Cash-Settled Total Return SwapF6,F9,F8 | $171.94 | holding | — | — | — | — | Nov 2, 2016 | Common Stock, $0.0001 Par Value | 24,829 | 1 | I |
| Cash-Settled Total Return SwapF6,F9,F8 | $171.105 | holding | — | — | — | — | Nov 3, 2016 | Common Stock, $0.0001 Par Value | 40,577 | 1 | I |
Explanation of responses
- F1Securities owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard V&O Fund for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F2Securities owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F3Securities owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F4Securities owned directly by Starboard T Fund LP ("Starboard T LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard T LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard T LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F5Securities owned directly by Starboard Leaders Select I LP ("Starboard Leaders Select I"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Leaders Select I, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard Leaders Select I for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F6Securities owned directly by Starboard Leaders India LLC ("Starboard India LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard India LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities owned directly by Starboard India LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F7Securities held in an account managed by Starboard Value LP (the "Managed Account"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities held in the Managed Account for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F8Represents the reference price associated with the applicable Swap Agreement.
- F9Each of Starboard V&O Fund and Starboard India LLC has entered into certain cash-settled total return swap agreements (the "Swap Agreements") with an unaffiliated third party financial institution, which provide each of Starboard V&O Fund and Starboard India LLC with economic exposure to an aggregate of 218,658 notional shares and 278,966 notional shares, respectively. The Swap Agreements provide each of Starboard V&O Fund and Starboard India LLC with economic results that are comparable to the economic results of ownership but do not provide each of Starboard V&O Fund and Starboard India LLC with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swap Agreements (the "Subject Shares"). The Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent of his pecuniary interest therein.